Responding to current market conditions, the U.S.
Client Alert | September 23, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.What follows is our latest in a series of updates on key regulatory and legislative issues.Senate Banking Committee HearingThe Senate Banking Committee met today to hear testimony from Treasury Secretary Henry Paulson, Federal Reserve Chairman Ben Bernanke, Securities and Exchange Commission Chair Chris Cox, and Federal Housing Finance Agency Director James Lockhart.Treasury Secretary Paulson continued to advocate for a narrowly tailored bill without additional corporate governance provisions which could slow down approval of the legislation. Though he maintained that approval of the le
Client Alert | September 23, 2008
On August 27, 2008, New York Attorney General Andrew Cuomo announced that his office had reached an agreement with Xcel Energy Inc. (the "Xcel Energy Agreement") in which Xcel Energy agreed to provide greater disclosure on climate change and associated risks in its future annual reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC").
Client Alert | September 22, 2008
Gibson, Dunn & Crutcher Deploys a Team of ExpertsMany of our clients are facing new challenges because of the dramatic economic events that have occurred over the last two weeks and as a result of changes that in their scope and reach we have not seen since the Depression. Financial markets are literally being reshaped in Washington on a real-time basis. As the Administration and Congress move forward to address the liquidity crisis and related problems, we are positioned to keep our clients apprised of key developments and to ensure that their voices are heard in the debate about how to repair our financial infrastructure.To that end, Gibson, Dunn has assembled a team of attorneys with a broad range of experience in the securities, financial, corporate, real estate, tax, b
Client Alert | September 22, 2008
In an emergency order that became effective today, September 19, 2008, the SEC suspended the timing and volume restrictions of Rule 10b-18. Rule 10b-18 is the rule that says that repurchases by a company will not be viewed as manipulative if they are effected in accordance with the conditions of the rule. The SEC emergency order:suspends the timing conditions of Rule 10b-18(b)(2)(i) – (iii). These provisions typically restrict purchases that are the opening trade or that occur in the last 10 minutes (or for less actively traded companies, during the last 30 minutes) of the regular trading session. Under the emergency order, repurchases can be made at any time during the day.raises the volume condition of Rule 10b-18(b)(4). This provision typically limits the
Client Alert | September 19, 2008
In a speech delivered by Deputy Attorney General Mark Filip to the New York Stock Exchange on August 28, 2008, the Department of Justice announced sweeping changes to the factors federal prosecutors may consider in determining whether to bring criminal charges against business organizations.
Client Alert | September 2, 2008
Several noteworthy developments recently occurred regarding director independence. First, on August 8, 2008, the Securities and Exchange Commission (the "SEC") approved amendments to the definition of “independent director” under the NASDAQ Stock Market Rules, which have gone into effect. Second, on August 12, 2008, the New York Stock Exchange (the “NYSE”) filed rule changes with the SEC to amend two of its director independence tests; these rules do not require SEC approval and apply beginning September 11, 2008. Finally, on August 5, 2008, the SEC announced the settlement of an enforcement action involving a former director who failed to disclose a business relationship with the auditor of three companies on whose boards he served, thereby causing the
Client Alert | September 2, 2008
At a meeting on August 27, 2008, the Securities and Exchange Commission ("SEC") voted unanimously to approve changes to the Rule 12g3-2(b) exemption, amendments to its disclosure and reporting requirements for foreign private issuers, and amendments to the cross-border transaction exemptions. The SEC adopted the rules substantially as proposed, with a few significant exceptions. Specifically, the SEC did not adopt the proposal to require non-SEC registered foreign issuers to become automatically subject to U.S.
Client Alert | August 29, 2008
Washington, D.C. partner Barry Goldsmith and associate Daniel Ahn are authors of "U.S. SEC Obtains Asset Freeze In United Kingdom Against U.K. Citizen Who Is Principal Of SEC-Registered Hedge Fund" [PDF] which appeared in August 2008 issue of BNA's International World Securities Law Report.
Article | August 29, 2008
On August 27, 2008, the SEC voted unanimously to issue a proposed roadmap for the potential transition by U.S. issuers from U.S.
Client Alert | August 27, 2008
Yesterday, the Securities and Exchange Commission (the "SEC") approved the issuance of an interpretive release regarding the application of the federal securities laws to information posted on public company websites. The release will update interpretive guidance provided by the SEC in 2000 in light of advances in technology and increasing demand from investors for interactive, up-to-date sources of information. The SEC's guidance is intended to encourage increased use of websites to disseminate information to investors, as well as more innovative and creative means of electronic dissemination such as interactive shareholder forums and blogs.
Client Alert | July 31, 2008
Partner Barry R. Goldsmith and Associate Daniel H. Ahn are authors of "SEC Obtains Asset Freeze in the United Kingdom Against Hedge Fund Principal" [PDF] which appeared in HedgeWorld.
Article | July 28, 2008
On July 22, 2008, Governor Schwarzenegger signed into law Bill 1409. Bill 1409 amends Section 1501 of the California Corporations Code to better accommodate the SEC’s e-proxy rules by allowing annual report delivery in California to be satisfied if a corporation with an outstanding class of securities registered under the Securities Exchange Act complies with certain federal regulations relating to Internet availability of an annual report, referred to as the e-proxy rules.
Client Alert | July 24, 2008
On July 13, 2008, the Securities and Exchange Commission announced that its Office of Compliance Inspections and Examinations, the Financial Industry Regulatory Authority, Inc.
Client Alert | July 15, 2008
Faced with continuing Congressional interest in legislation aimed at preventing federal prosecutors and other enforcement attorneys from seeking privileged information, the Justice Department has announced that it will again revise its policy regarding the investigation and prosecution of business organizations. The DOJ's proposals will restrict the ability of federal prosecutors to seek privileged information from companies, and will have an immediate impact on the ways in which businesses cooperate with government investigations. The current Principles of Federal Prosecution of Business Organizations, outlined in the "McNulty Memo," have been the focus of Congressional and public criticism, and Pennsylvania Senator Arlen Specter has spear-headed legislation ai
Client Alert | July 11, 2008
With the continued spotlight on executive compensation, and with companies in the mortgage and finance industries facing ongoing challenges in the months ahead, the subject of recouping, or "clawing back," executive compensation in the event of financial statement errors is likely to remain a focal point for boards of directors. Moreover, in the past several years, institutional shareholders and governance activists have focused on clawback provisions as a significant corporate governance and executive compensation issue.
Client Alert | July 9, 2008
This week the Securities and Exchange Commission’s Division of Corporate Finance issued separate interpretations simplifying and clarifying certain issues affecting Form 4 reporting under Section 16(a) and Form 8-K reporting.
Client Alert | June 27, 2008
On June 18, 2008, the SEC obtained an order from the High Court of Justice in London freezing assets held by a UK citizen who is a principal of an SEC-registered hedge fund advisory firm.
Client Alert | June 25, 2008
On June 5, 2008, the Financial Accounting Standards Board ("FASB") issued an Exposure Draft that proposed amendments to Statement of Financial Accounting Standards No.
Client Alert | June 24, 2008
On June 11, 2008, in a closely watched case, Judge Lewis A. Kaplan of the U.S. District Court for the Southern District of New York issued a decision in CSX Corporation v. The Children's Investment Fund Management (UK) L.L.P.
Client Alert | June 12, 2008
Against a backdrop of continued attention to -- and criticism of -- nonprofit governance and accountability, the IRS has adopted a substantially revised Form 990 that calls for significantly expanded disclosures.
Client Alert | June 9, 2008
On May 30, 2008, the Securities and Exchange Commission proposed that issuers be required to file a supplemental exhibit “tagging” their financial statements with an interactive data format known as XBRL (eXtensible Business Reporting Language).
Client Alert | June 6, 2008
In the past two months, the Delaware courts have decided two cases addressing the scope of advance notice bylaws, in both cases holding that stockholders did not have to comply with the companies’ advance notice provisions in order to nominate directors.
Client Alert | May 27, 2008
The Securities and Exchange Commission (the "Commission") recently issued a release proposing changes to the cross-border transaction rules adopted in 1999 (the "Proposing Release"), available at http://www.sec.gov/rules/proposed/2008/33-8917.pdf.After eight years of experience with the existing cross-border transaction rules, the Commission has proposed changes which amend the rules to provide more flexibility, accommodate foreign regulatory schemes and give parties greater certainty when structuring their cross-border transactions.
Client Alert | May 19, 2008
Recent turmoil in the mortgage and credit markets, and the resultant difficulties at a number of large financial institutions, have once again led some to ask the question: “Where was the board of directors?” Those raising this question have inquired about the nature and extent of the board’s involvement in overseeing the risks associated with sub-prime lending and other activities at these institutions. It is generally understood that the appropriate role of the board of directors is one of diligent oversight, and that directors cannot, and should not, be involved in the day-to-day operation of a company’s business. Recent events, however, have underscored that serving on a public company board of directors in the 21st century involves more than simply attending
Client Alert | May 1, 2008
Washington, D.C. partner Stephen I. Glover and associates Jennifer Boatwright and Anthony Shoemaker are authors of "To Let Expire or Not to Let Expire?
Client Alert | January 15, 2008
Washington, D.C. partner John Sturc and associate John W.F. Chesley are the co-authors of "The FCPA and Analogous Foreign Anti-Bribery Laws--Overview, Recent Developments, and Acquisition Due Diligence" [link to PDF] published in the September 24, 2007 issue of Capital Markets Law Journal.
Client Alert | September 24, 2007
The Securities and Exchange Commission's July 2006 guidance on client commission arrangements under section 28(e) of the Securities and Exchange Act of 1934 provides eligible money managers with a safe harbor from violating their fiduciary duties by using client commission dollars to pay more than the lowest possible brokerage rate. While the SEC is expected to issue additional guidance later this year, the attached two-part article outlines the current safe harbor requirements, including a discussion of research services and brokerage, and offers a detailed compliance checklist for eligibility. Gibson Dunn of counsel K.
Client Alert | May 30, 2007
As part of comprehensive changes to its rules on disclosure of executive compensation and related party transactions approved in July of this year, the Securities and Exchange Commission adopted a new requirement that companies provide disclosure about their policies and procedures governing related party transactions. The requirement applies for fiscal years ending on or after December 15, 2006 and therefore, will be in effect for the 2007 proxy season. New Item 404(b) of Regulation S-K requires disclosure of the material features of a company’s policies and procedures for the review, approval or ratification of related party transactions (referred to as "related person" transactions in Item 404). Although Item 404(b) does not mandate specific information, it
Client Alert | December 12, 2006
Partner Stephanie Tsacoumis is the author of "No Profit Doesn't Mean No Problem," published in the November 20, 2006 issue of Legal Times.
Client Alert | November 20, 2006
The Board of Governors of Gibson Dunn client American Red Cross unanimously approved a series of recommendations for transformational changes in an effort to modernize its 60-year-old governance structure.
Client Alert | November 2, 2006
Gibson Dunn partners Amy Goodman and Tim Roake participated in a recent Corporate Governance Forum hosted by the Daily Journal Corporation and reprinted in the Spring 2006 issue of 8-K magazine.
Client Alert | April 25, 2006
Gibson Dunn partner Robert F. Serio and associate Matthew S. Kahn are the authors of "Private Rights of Action and the Sarbanes-Oxley Act of 2002" [PDF] which appeared in the April 17, 2006 issue of Securities Regulation & Law Report.Reprinted by permission
Client Alert | April 17, 2006
Today, the Securities and Exchange Commission (the “SEC”) voted to propose rules that would amend disclosure requirements for:executive and director compensation; related party transactions;director independence and other corporate governance matters;security ownership of officers and directors; and Form 8-K reports regarding compensation arrangements.The final rules are not expected to be enacted in time for the 2006 proxy season, but likely will apply to disclosures of 2006 compensation that are made in companies’ 2007 proxy statements.
Client Alert | January 17, 2006